On December 17, 2012, Bullfrog
Gold Corp. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Antibes
International Corp. (“Antibes”) to provide management consulting, business advisory, shareholder information and public
relations services to the Company. In connection with the Consulting Agreement, the Company paid Antibes $500,000 from the proceeds
of a private placement described in Item 3.02 below. In the event that the Company shall sell additional Units (as defined below)
in subsequent closings of a private placement on the same terms as the private placement described below, then the Company is obligated
to pay Antibes up to an additional $500,000 (for a total of $1.0 million in the aggregate). The Consulting Agreement may be terminated
by the Company for any reason, with or without cause, upon three (3) days written notice to Antibes. In addition, the Consulting
Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder
and such default is not cured within fifteen (15) days of receipt of written notice of such default.

The foregoing description does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Consulting Agreement filed
as Exhibit 10.4 hereto which is incorporated by reference.

Item 3.02

Unregistered Sales of Equity
Securities.

On December 17, 2012, the Company sold
an aggregate of 2,000,000 units (the “Units”) with gross proceeds to the Company of $500,000 to certain accredited
investors (the “Investors”) pursuant to a subscription agreement (the “Subscription Agreement”). The Company
utilized the proceeds of the private placement to pay Antibes for its services under the Consulting Agreement as described in Item
1.01 above.

Each Unit was sold for a purchase price
of $0.25 per Unit and consisted of: (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”) and (ii) a four-year warrant (the “Warrants”) to purchase one hundred (100%) percent of the number of
shares of Common Stock purchased at an exercise price of $0.35 per share, subject to adjustment upon the occurrence of certain
events such as stock splits and dividends. In connection with the private placement, the Company issued an aggregate of 2,000,000
shares of its Common Stock.

The Warrants may be exercised on a cashless
basis if at any time there is no effective registration statement within 90 days after the closing date of the private placement
covering the resale of the shares of Common Stock underlying the Warrants. The Warrants contains limitations on the holder’s
ability to exercise the Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s
issued and outstanding Common Stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’
notice.

The Company has entered into registration
rights agreements with the Investors, pursuant to which the Company has agreed to file a “resale” registration statement
with the SEC covering all shares of the Common Stock sold in the Offering and underlying any Warrants, as well as Common Stock underlying
the warrants issued to the placement agent(s) on or prior to December 19, 2012 (the “Filing Date”). The
Company has agreed to maintain the effectiveness of the registration statement from the effective date until all securities have
been sold or are otherwise able to be sold pursuant to Rule 144. The Company has agreed to use its reasonable best efforts
to have the registration statement declared effective within 90 days (the “Effectiveness Deadline”).

The Company is obligated to pay to Investors
a fee of 1% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of
6%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Deadline
that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to
pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations,
positions or releases issued or actions taken by the SEC pursuant to its authority with respect to “Rule 415”, provided
the Company registers at such time the maximum number of shares of common stock permissible upon consultation with the staff of
the SEC.

The foregoing is not a complete summary
of the terms of the offering described in this Item 3.02 and reference is made to the complete text of the Subscription Agreement,
the Warrant and the Registration Rights Agreement respectively attached as Exhibits 10.1-10.3 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on November 20, 2012, and hereby incorporated by reference.

The Units were issued to “accredited
investors,” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and were
offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the
Securities.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No .

Description

10.1

10.2

10.3

10.4

Form of Subscription
Agreement(1)

Form of Warrant(1)

Form of Registration
Rights Agreement(1)

Consulting Agreement*

*
Filed herewith

(1) Incorporated by reference
to the Current Report on Form 8-K, filed with the SEC on November 20, 2012

SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

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